Iowa consulting independent contractor agreement template

Iowa Consulting Independent Contractor Agreement

This Iowa Consulting Independent Contractor Agreement (the "Agreement") is made and entered into as of [Date], by and between:

[Client Name], a [Client Entity Type, e.g., Iowa Corporation] with a registered address at [Client Address], and whose primary contact person is [Client Contact Person] ("Client");

and

[Consultant Name], a [Consultant Entity Type, e.g., Iowa LLC or Individual] with a registered address at [Consultant Address], and whose primary contact person is [Consultant Contact Person] ("Consultant").

Description of Services

The Consultant agrees to provide the following consulting services to the Client: [Detailed description of consulting services, including consulting field, scope of work, methodology, included research or analysis, interviews, training, or implementation assistance. Be specific.]

The consulting services will be provided in the following consulting field: [Consulting Field, e.g., Management, Human Resources, IT, Business Strategy].

The milestones for this project are:

• [Milestone 1 description]
• [Milestone 2 description]
• [Milestone 3 description]

The performance metrics for this project are:

• [Performance Metric 1 description]
• [Performance Metric 2 description]
• [Performance Metric 3 description]

The expected deliverables are:

• [Deliverable 1 description]
• [Deliverable 2 description]
• [Deliverable 3 description]

Term and Termination

Option A (Specific Term):

• This Agreement shall commence on [Start Date] and shall continue until [End Date], unless earlier terminated as provided herein.

Option B (Ongoing Term):

• This Agreement shall commence on [Start Date] and shall continue until terminated as provided herein.

Termination for Convenience:

• Either party may terminate this Agreement at any time upon [Number] days' written notice to the other party.

Termination for Cause:

• The Client may terminate this Agreement immediately upon written notice to the Consultant if the Consultant materially breaches this Agreement.

Procedure on Termination:

• Upon termination, Consultant shall deliver all work product and Client property to the Client and shall be entitled to payment for services performed up to the date of termination.

Compensation

Option A (Hourly Rate):

• The Client shall pay the Consultant at an hourly rate of [Dollar Amount] per hour for all services performed under this Agreement. The estimated maximum hours for this engagement are [Number] hours.

Option B (Fixed Fee):

• The Client shall pay the Consultant a fixed fee of [Dollar Amount] for all services performed under this Agreement.

Option C (Retainer Fee):

• The Client shall pay the Consultant a retainer fee of [Dollar Amount] per [Month/Quarter].

Invoicing:

• The Consultant shall submit invoices to the Client on a [Frequency, e.g., monthly] basis, detailing the services performed and the hours worked (if applicable).
• Invoices must include a detailed description of services rendered.

Reimbursement:

• The Client shall reimburse the Consultant for reasonable and necessary expenses incurred in connection with the performance of services under this Agreement, provided that such expenses are pre-approved by the Client in writing.

Late Payment:

• Payments are due within [Number] days of the invoice date. Late payments shall be subject to interest at a rate of [Percentage]% per month, or the maximum rate permitted by Iowa law, whichever is lower.

Independent Contractor Status

The Consultant is an independent contractor and not an employee, partner, or agent of the Client. The Consultant shall be solely responsible for all federal and state income taxes, self-employment taxes, Social Security contributions, workers' compensation, and other taxes or withholdings required by applicable law, including Iowa law, in connection with the services performed under this Agreement. The Consultant acknowledges they are responsible for complying with Iowa Workforce Development guidelines regarding independent contractor classification.

Intellectual Property

Option A (Work Made for Hire):

• All work product created by the Consultant in connection with this Agreement shall be the sole and exclusive property of the Client and shall be considered "work made for hire" under the U.S. Copyright Act.

Option B (License):

• The Consultant retains ownership of all intellectual property rights in the work product, but grants to the Client a non-exclusive, perpetual, irrevocable, royalty-free license to use, reproduce, and distribute the work product.

Pre-existing Methodologies:

• The Consultant retains all rights to its pre-existing methodologies and intellectual property.

Confidentiality

The Consultant shall hold all Confidential Information of the Client in strict confidence and shall not disclose such Confidential Information to any third party without the Client's prior written consent. "Confidential Information" includes, but is not limited to, trade secrets, business plans, customer lists, and financial information. The Consultant is bound by Iowa Code Chapter 550, the Iowa Uniform Trade Secrets Act.

Upon termination of this Agreement, the Consultant shall promptly return all Confidential Information to the Client.

Compliance with Laws

The Consultant shall comply with all applicable federal, state, and local laws and regulations, including but not limited to Iowa laws, in performing the services under this Agreement.

Liability and Indemnification

The Consultant shall indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses arising out of or in connection with the Consultant's performance of services under this Agreement, to the extent caused by the Consultant's negligence or willful misconduct.

Limitation of Liability: In no event shall either party be liable for any indirect, incidental, consequential, or punitive damages arising out of or relating to this Agreement.

Insurance

The Consultant shall maintain, at its own expense, the following insurance coverage:

• General liability insurance with minimum coverage of [Dollar Amount].
• Professional liability insurance with minimum coverage of [Dollar Amount].

The Consultant shall provide the Client with proof of insurance upon request.

Assignment

The Consultant shall not assign or transfer this Agreement or any rights or obligations hereunder without the Client's prior written consent.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa.

Any dispute arising out of or relating to this Agreement shall be resolved through mediation in [City, Iowa], before resorting to litigation. If mediation fails, the parties agree to submit the dispute to binding arbitration in [City, Iowa] in accordance with the rules of the American Arbitration Association.

Venue for any litigation shall be in [County] County, Iowa.

Non-Solicitation/Non-Compete (Optional - Review Iowa Law Carefully)

The Consultant agrees not to solicit any employees or customers of the Client for a period of [Number] years following the termination of this Agreement within a [Radius, e.g., 50-mile] radius of [City, Iowa].

The Consultant agrees not to engage in any business that directly competes with the Client’s business within a [Radius, e.g., 50-mile] radius of [City, Iowa] for a period of [Number] years following the termination of this agreement. *Note: Non-compete agreements are strictly scrutinized under Iowa law and must be reasonable in scope, duration, and geographic area to be enforceable. This provision should be reviewed by an Iowa attorney.*

Representations and Warranties

The Consultant represents and warrants that it has the right to enter into this Agreement and to perform the services contemplated herein, that the services will be performed in a professional and workmanlike manner, and that the services will not infringe upon the intellectual property rights of any third party. The Consultant warrants that they possess all licenses required by Iowa law to perform the services described herein.

Iowa Specific Disclosures

Consultant's Business Entity Status: [Consultant's business entity status].

The Consultant is responsible for any applicable Iowa sales or use tax on services performed.

The Consultant shall provide a completed Form W-9 or equivalent to the Client upon execution of this Agreement.

Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a force majeure event, including but not limited to acts of God, war, terrorism, natural disasters, or government regulation, to the extent such events are unforeseeable and beyond the reasonable control of the party affected.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

Amendment

This Agreement may be amended only by a written instrument signed by both parties.

Notice

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by email to the addresses set forth above.

Email notices are effective upon confirmation of receipt.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Client Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Consultant Name]

By: [Consultant Signature]

Name: [Consultant Printed Name]

Title: [Consultant Title]